<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as
permitted by Rule
14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[X] Soliciting material under Rule 14a-12.
AT HOME CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) Title of each class of securities to which transaction applies:
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NA
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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<PAGE>
Statement of Tom Jermoluk, Chairman of Excite@Home, on Cable Distribution
Agreement Extensions and Wholesale Opportunities
Today we announced the extension of our distribution agreements with our
principal cable partners, AT&T, Comcast Corporation, and Cox Communications, as
well as a reorganization of the governance of the Company. We are delighted that
our cable partners are committed to a long-term relationship that will provide
consumers with a great broadband experience at an affordable price.
Our leadership position in broadband enables us and our cable partners to better
pursue a wholesale business for third-party Internet Service Providers in
addition to our existing business model that will make the cable platform even
more competitive with other emerging platforms and attract more consumers.
Specifically, the agreements we announced today will help us facilitate the kind
of relationship contemplated in the December 6, 1999 letter between AT&T and
Mindspring or such other arrangements as our other cable partners may wish to
enter into.
We believe that as we move into the next phase of leading the broadband
revolution, we have the necessary assets to be the leaders in delivering
broadband to consumers with our cable partners and wholesale services to third-
party Internet Service Providers. These assets include:
. The only network optimized for delivering broadband to consumers
. The most experienced and deepest engineering team for managing the many
complexities of broadband delivery;
. The only portal, excite.com, whose content is optimized for broadband;
. New ways of assuring the fastest installation of broadband of any
broadband service provider; and
. An existing infrastructure that has more broadband customers and
experience and the largest broadband footprint of any other broadband
infrastructure.
We look forward to making these assets available with our cable partners, on
fair commercial terms, to third party Internet Service Providers. While we face
technical challenges in this effort, we are confident that we will be able to
meet them.
# # #
Contact: Matt Wolfrom
Excite@Home
650.556.5195
[email protected]
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<TABLE>
<CAPTION>
Eileen Connolly Melissa Walia Marlene Dooner Amy Cohn
<S> <C> <C> <C>
AT&T Excite@Home Comcast Corp. Cox Communications
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908-221-6731 650-556-2213 215-981-7392 404-843-5769
</TABLE>
Excite@Home's Principal Cable Partners Extend Distribution Agreements,
AT&T Assumes More Prominent Role
FOR RELEASE WEDNESDAY, MARCH 29, 2000
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NEW YORK AND REDWOOD CITY, CALIF. -- Excite@Home (Nasdaq: ATHM) and its
principal cable partners - AT&T, Comcast Corporation and Cox Communications -
announced today that they have agreed to new extended distribution arrangements
and a reorganization of the governance of the company. This will enhance
Excite@Home's decision-making and ability to capitalize on growth opportunities.
Based on these new agreements, AT&T and Excite@Home have extended their
relationship through 2008, and Comcast and Cox have extended their relationship
with Excite@Home through 2006. The new distribution agreements reflect a common
belief among Excite@Home and its cable partners that growing subscribers on
high-speed cable Internet services is a key objective over the coming years.
Excite@Home will be the provider of platform/connectivity services used by
its principal cable partners in delivering their high-speed Internet services.
Excite@Home's portal also will be featured on AT&T's high-speed Internet service
start page for the length of the new agreement. In addition, Excite@Home will
work with AT&T to deliver services to consumers via advanced TV, narrowband
initiatives and, subject to negotiation with AT&T Wireless Group, wireless
services. Overall, these new arrangements expand Excite@Home's current business
model and represent a significant opportunity for the company as it provides
connectivity and content distribution services in partnership with cable
companies.
Specifically, AT&T agreed to extend its distribution relationship with
Excite@Home through 2008 and to feature the Excite@Home portal on its cable
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Internet service through the same period. Excite@Home will also work with AT&T
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to provide connectivity services to third party Internet Service Providers who
want to use AT&T's platform to deliver broadband services to consumers. AT&T
reiterated its intention to offer a choice of multiple service providers and
portals on its high-speed Internet systems following the June, 2002 expiration
of its current exclusive arrangements with Excite@Home. In addition Excite@Home
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will work with AT&T to deliver services to consumers via advanced TV, wireless
and narrowband initiatives.
<PAGE>
The exclusivity provisions of the Comcast and Cox distribution agreements
with Excite@Home remain in effect until June 2002. Comcast and Cox have also
agreed to use Excite@Home to provide platform/connectivity services, and to be
their featured portal, in delivering their high-speed Internet services through
June, 2006. Subject to the forfeiture of certain warrants, and based on their
other business considerations, Comcast and Cox will each have the right to end
the exclusivity provisions and may also terminate the entire distribution
arrangement beginning in June 2001.
Under today's agreements, Comcast and Cox will give up certain veto rights
they have at the Excite@Home board level and their representatives will resign
from the board. AT&T will have the right to elect a majority of the board
members and Excite@Home will amend its charter to allow board action by simple
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majority.
The agreements announced today have been approved by a committee of the
Excite@Home's independent directors, as well as by unanimous vote of the full
Board.
"Now, we can work even more effectively with Excite@Home to realize our
common vision of putting the Internet to work for individuals, families and
businesses," said C. Michael Armstrong, chairman and chief executive officer of
AT&T. "We can extend Excite@Home across access platforms, add new capabilities
of our own, and engage the creativity of third parties, such as content
providers and other web portals, to enrich the service. Working with
Excite@Home, we can bring broadband communications, information and transaction
services to millions of the world's homes, offices, and shops."
Brian L. Roberts, president of Comcast Corporation said, "From the outset,
we have viewed Excite@Home as an invaluable strategic partner. Together, we have
made significant progress in reducing installation time and in expanding the
online marketing, OEM, and retail channels that have accelerated our deployment
of high-speed cable Internet services. The extension of our agreements gives us
clarity and the ability to continue our aggressive deployment of Comcast@Home."
"From the beginning, we have combined broadband content and high-speed
access to offer our customers a superior online experience," said David Woodrow,
executive vice president of business development, Cox Communications. "However,
this is just the tip of the iceberg in terms of how broadband information,
communications, and entertainment services, combined with digital television
technologies will dramatically change the way consumers use and view the
Internet. We are pleased to extend our relationship with Excite@Home."
<PAGE>
"When we began deploying high-speed Internet services in 1996, many doubted
that we would be able to use the cable networks to deliver broadband at a price
consumers could afford. But by working closely with our cable partners, we were
able to bring efficiencies to our network that lowered prices for consumers and
thereby sparked a broadband explosion," said Tom Jermoluk, chairman of
Excite@Home. "Now we are ready to move into the next phase of leading the
broadband revolution. We have established terms of carriage for the post-
exclusive period and this clarity will help drive new forms of business, such as
advanced TV and connectivity, that Excite@Home can exploit in conjunction with
its existing business model."
The Excite@Home Board of Directors also announced its intention to withdraw
plans for establishing a tracking stock for the media assets of its business.
"Through the new long-term extensions of our cable agreements, we have achieved
platform and content alignment with our partners," said George Bell, president
and CEO, Excite@Home. "Given this clarity, we believe we are better served with
a single unified company."
In addition, AT&T has agreed to give Comcast and Cox the right to sell
their shares in Excite@Home to AT&T for a minimum price of $48 a share any time
between January 1, 2001, and June 4, 2002. Comcast and Cox each own
approximately 30 million Class A shares, or about 8 percent, of Excite@Home.
AT&T's purchase obligation is limited to an aggregate value of approximately $3
billion. If Excite@Home's average share price exceeds $48 for 15 days before
and 15 days after Comcast or Cox exercises their right to sell, they will
receive the higher price per share and the number of shares AT&T purchases will
be reduced commensurately. Comcast and Cox have the right to take payment in
cash or in shares of AT&T stock.
Under the agreements announced today, Comcast and Cox will each receive new
warrants to purchase two Series A shares for each home its system passes. These
warrants will vest in installments every six months beginning in June, 2001, and
be fully vested in June, 2006, if Comcast and Cox have elected to continue their
extended non-exclusive distribution agreements through that period. Excite@Home
will also convert about 50 million of AT&T's Series A shares into Series B
shares, each of which has 10 votes. In connection with the new distribution
agreements through 2008, AT&T will also have the right to purchase up to
approximately 25 million Series A shares and 25 million Series B shares. As a
result, AT&T will have, on a fully diluted basis, 25 percent of the economic
interest in Excite@Home and 74 percent of the voting interest, as compared to
the 25 percent economic interest and 56 percent voting interest it has today.
<PAGE>
Following the closing of the transactions announced today, AT&T will
consolidate Excite@Home's financial results with its own. This is expected to
increase AT&T's revenue in 2000 by approximately $400 million and will have no
significant impact on cash earnings. However, due to the amortization of
goodwill and other non-cash charges, it is expected to reduce 2000 operational
earnings per share by approximately 20 cents. Reported earnings per share for
2000 are expected to be reduced by approximately 5 cents as a result of the
agreements.
The changes to be made to Excite@Home's charter and the issuance of
additional Excite@Home stock require shareowner and other approvals. The
companies expect these transactions to be completed by the third quarter of
2000.
With more than one million cable modem subscribers, Excite@Home is setting
the pace for broadband and winning the hearts of consumers worldwide who are
enjoying the benefits of a high-speed, "always-on," and open connection to the
Internet afforded by the @Home service. Through the combination of content and
distribution, Excite@Home is changing the way consumers use and view the
Internet. Recognizing their positive impact on consumers, Excite@Home and its
cable partners look forward to accelerating and expanding the delivery of high-
speed services.
Excite@Home, the leader in broadband, offers media services through Excite
Network (www.excite.com, www.bluemountain.com and other properties), and
broadband subscription services through @Home (www.home.com) and @Work
(www.work.home.net). The company has a worldwide footprint of 72 million cable
homes under long-term contract. Excite@Home's MatchLogic subsidiary
(www.matchlogic.com) offers marketers industry-leading digital advertising
solutions including rich media production, targeted ad and email services, and
datamart management and analysis.
2000 At Home Corporation. Excite@Home, @Home, @Work, Excite, the stylized
logo and MatchLogic are trademarks of At Home Corporation and may be registered
in certain jurisdictions. All other brand names are trademarks of their
respective owners.
AT&T Corp (www.att.com) is among the world's premier voice, video and data
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communications companies, serving more than 80 million customers, including
consumers, businesses and government. With annual revenues of more than $62
billion and 148,000 employees, AT&T provides services to customers worldwide.
Backed by the research and development capabilities of AT&T Labs the company
runs the world's largest, most sophisticated communications network and has one
of the largest digital wireless networks in North America. The company is a
leading supplier of data and Internet services for businesses and offers
outsourcing, consulting and networking-integration to large businesses. It is
also one of the nation's largest Internet service providers for consumers.
Through its recent cable acquisitions, AT&T will bring its bundle of broadband
video, voice and data services to customers throughout the United States.
Internationally, the AT&T/BT Global Venture - recently named Concert - will
serve the communications needs of multinational companies and international
carriers worldwide.
<PAGE>
Comcast Corporation (www.comcast.com) is principally involved in the
development, management and operation of broadband cable networks and in the
provision of programming content through majority ownership of QVC, Comcast-
Spectacor, Comcast SportsNet, and The Golf Channel, a controlling interest in E!
Entertainment Television and through other programming investments. Comcast
Cable is the third largest cable company in the nation and, incorporating
pending cable transactions, will serve more than 8.2 million subscribers.
Comcast's Class A Special and Class A Common Stock are traded on The Nasdaq
Stock Market under the symbols CMCSK and CMCSA, respectively.
Cox Communications serves approximately 6 million customers nationwide,
making it the nation's fifth largest cable television company. A full-service
provider of telecommunications products, Cox offers an array of services,
including Cox Cable; local and long distance telephone services under the Cox
Digital Telephone brand; high-speed Internet access under the brands Cox@Home,
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Road Runner and Cox Express; advanced digital video programming services under
the Cox Digital Cable brand; and commercial voice and data services via Cox
Business Services. Cox is an investor in telecommunications companies including
Sprint PCS and Excite@Home, as well as programming networks including Discovery
Channel, The Learning Channel, Outdoor Life and Speedvision. More information
about Cox Communications can be accessed on the Internet at www.cox.com.
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The foregoing are "forward-looking statements" which are based on management's
beliefs as well as on a number of assumptions concerning future events made by
and information currently available to management. Readers are cautioned not to
put undue reliance on such forward-looking statements, which are not a guarantee
of performance and are subject to a number of uncertainties and other factors,
many of which are outside the control of AT&T, Excite@Home, Comcast Corporation
-----------
and Cox Communications, that could cause actual results to differ materially
from such statements. The transactions described in this release are subject to
shareowner and other approvals and there can be no assurance the transactions
will be consummated or that the anticipated results of the transactions will be
realized. For a more detailed description of the factors that could affect the
companies' future results, please see the companies' filings with the Securities
and Exchange Commission. The companies disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. This information is presented solely
to provide additional information to further understand the results of the
companies.
Editor's Note: AT&T, Excite@Home, Comcast Corporation and Cox Communications
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will host a conference call for the news media at 11 a.m. EST today. AT&T
Chairman and CEO C. Michael Armstrong and Excite@Home President and CEO George
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Bell will make remarks, and will be joined in taking questions by Excite@Home
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Chairman Tom Jermoluk, Comcast Executive Vice President and Treasurer John
Alchin, and Cox Communications Executive Vice President of Business Development
David Woodrow. Reporters can call 877-209-9920 in the U.S. or 612-332-0820
elsewhere. A replay of the news conference will be available beginning at 1 p.m.
EST today until midnight on March 31 at 800-475-6701, access code 511069 in the
U.S. and 320-365-3844, access code 511069 elsewhere.
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<PAGE>
Cautionary Note Regarding Forward-Looking Statements
This statement contains forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Such statements are based on the current expectations and beliefs of management
of At Home and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the forward-
looking statements. In particular, the transactions described in the attached
press release and statement are subject to stockholder and other approvals and
there can be no assurance that the transactions will be consummated or that the
anticipated results of the transactions will be realized.
For a detailed discussion of the factors that could affect the Company's future
results, please refer to the proxy statement to be filed by the Company as
described below, as well the Company's filings with the Securities and Exchange
Commission, especially in the Management's Discussion and Analysis section of At
Home's Form 10-K for 1999, and the "Risk Factors" section of At Home's S-3
Registration Statement filed with the Securities and Exchange Commission on
March 10, 2000.
Where You Can Find Additional Information
Investors and security holders of At Home should read the proxy statement
regarding the transactions referenced in the foregoing information, when it
becomes available, because it will contain important information in connection
with the transactions described in the attached press release and statement. At
Home expects to solicit the approval of its stockholders of an amendment of At
Home's Certificate of Incorporation at At Home's annual meeting of stockholders
to be held on or about May 20, 2000. At Home will mail a proxy statement to its
stockholders in advance of that meeting. The proxy statement will be filed with
the Commission. Investors and security holders may obtain a free copy of the
proxy statement (when available) and other documents filed by the Company at the
Commission's web site at http://www.sec.gov. The proxy statement and such other
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documents may also be obtained from At Home by directing such requests to the
address listed above.
At Home and its officers and directors may be deemed to be participants in the
solicitation of proxies from At Home's stockholders with respect to the
amendment of At Home's Certificate of Incorporation. Information regarding such
officers and directors is included in At Home's Proxy Statement for its 1999
Annual Meeting of Stockholders filed with the Commission on February 19, 1999.
This document is available free of charge at the Commission's website at
http://www.sec.gov and from the At Home contact listed above.
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